SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 DLA Piper LLP ( US )
 555 Mission St. #2400 San Francisco, California 94105
 www.dlapiper.com
 April 8, 2026
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549-3561
 Attention: Steve Lo, Kimberly Calder, Timothy S. Levenberg and Laura Nicholson

 Re:
 GigCapital7 Corp.
 Amendment No. 3 to Registration Statement on Form S-4
 Filed March 11, 2026
 File No. 333-291477 Dear
Mr. Lo, Ms. Calder, Mr. Levenberg, and Ms. Nicholson: Set forth below are responses to the comments that were provided
by the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) to our client, GigCapital7 Corp. (the
“ Company ” or “ GigCapital7 ”), by your letter dated April 6, 2026, regarding the above-referenced filing (the “ Registration Statement ”).
 For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
 Amendment No. 3 to Registration Statement on Form S-4 filed on March 11, 2026
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware, page 110

 1.
 We note your response to prior comment 1. Please revise your disclosure throughout relating to the
exclusive forum provision in the proposed Domesticated GigCapital7 Charter to clearly state (1) whether Section 11.1(a) of the proposed Domesticated GigCapital7 Charter would require derivative claims under the Exchange Act to be brought
exclusively in the Court of Chancery of the State of Delaware; (2) whether the Court of Chancery of the State of Delaware has jurisdiction over such claims; and (3) the effect of a provision that requires derivative claims under the
Exchange Act to be brought in the Court of Chancery of the State of Delaware, if enforced, would be to preclude stockholders from bringing derivative claims under the Exchange Act in any forum. Please also address the uncertainty as to whether a
court would enforce a provision that requires derivative claims under the Exchange Act to be brought in the Court of Chancery of the State of Delaware. In particular, please balance your discussion of the 2023 decision of the Ninth Circuit U.S.
Court of Appeals in Lee v. Fisher with a discussion of subsequently adopted Section 115(c) and the legislative synopsis of the amendment, which states that amended Section 115 “reaches a result different from the United States Court
of Appeals for the Ninth Circuit in Lee v. Fisher” and requires that “a forum selection provision that purports to address derivative claims under federal law must . . . permit the claim to be brought in the United States District Court
for the District of Delaware.” RESPONSE : The Company acknowledges the Staff’s comment
and proposes to revise its disclosure on pages 110-111 and pages 187-191 of the Registration Statement to read as set forth below. In addition, Section 11.1(a) of each of the proposed Form of Interim Certificate of Incorporation and proposed
Form of Post-Closing Certificate of Incorporation will be revised to read as set forth below.

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 2

 Pages 110-111
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of Delaware will
be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
 The proposed Domesticated GigCapital7 Charter will provide, subject to limited exceptions, that the courts of the State of
Delaware (or, in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other
state courts of the State of Delaware) will , to the fullest extent permitted by law, be the sole and exclusive forum for certain stockholder litigation matters, which
could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. The proposed Domesticated GigCapital7 Charter will require, to the fullest extent permitted
by law, that (i) any derivative action or proceeding brought in our name or right or on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, agents or stockholders
to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws or as to which the DGCL confers
jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or our Bylaws, or (v) any
action asserting a claim governed by the internal affairs doctrine, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, in the event
that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) , in each
case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless we consent in writing to the selection of an alternative forum, with respect to claims that are not internal
corporate claims, stockholders, when acting in their capacity as stockholders or in the right of the Corporation, must bring any such claims only in the Court of Chancery of the State of Delaware or the United States District Court for the District
of Delaware, if such claims relate to the business of the Corporation, the conduct of its affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, in each case subject to the applicable court having personal
jurisdiction over the indispensable parties named as defendants. Direct claims brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such claims in the
U.S. federal courts, and pursuant to Section 29(a) of the Exchange Act, Domesticated GigCapital7 cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in the
Domesticated GigCapital7 Charter will not affect that direct claims under the Exchange Act are to be brought in the U.S. federal courts. Domesticated
GigCapital7 will be headquartered in California. Under a 2023 decision of the Ninth Circuit U.S. Court of Appeals, which is binding on lawsuits brought in U.S. federal courts located in California, forum selection provisions that require
stockholders of Delaware corporations to file derivative actions or proceedings in the Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Exchange Act, and therefore will be respected, which
may mean that no In addition, because the Court of Chancery does not have jurisdiction over claims brought
under the Exchange Act, any derivative claims under Section 14(a) need to be brought in the federal court
for the District of Delaware. can be brought in any court as the forum for such claims is restricted by
Section 27 of the Exchange Act to U.S. federal courts. In upholding the enforceability of the forum selection provision at issue in its decision, the Ninth Circuit Court of Appeal considered among other things both whether such forum selection
provision was void as an invalid waiver under Section 29(a) of the Exchange Act, and concluded that it was not, and also whether such forum selection provision was invalid as a matter of Delaware law under Section 115 of the DGCL and
similarly determined that it is not, stating that Section 115 is inapplicable because it does not address the validity of a forum-selection clause’s effect on federal claims. In doing so, the Ninth Circuit Court of Appeals interpreted
Delaware law to reach its conclusion that the forum selection provision was not contrary to Delaware law. In its decision, the Ninth Circuit Court of Appeals acknowledged that another U.S. Court of Appeals takes a contrary position to that of the
Ninth Circuit U.S. Court of Appeals, but concluded that such earlier decision by the other U.S. Court of Appeals failed to apply Delaware law correctly and therefore the analysis of such other U.S. Court of Appeals is flawed, and as such, the Ninth
Circuit Court of Appeals declined to follow such earlier decision. If the U.S. Supreme Court were to resolve this disagreement between the two U.S. Courts of Appeals against the decision of the Ninth Circuit U.S. Court of Appeals, or if the Delaware
Supreme Court were to reach a contrary determination concerning Delaware law, then any such derivative action under Section 14(a) of the Exchange Act involving Domesticated GigCapital7 would be maintainable in a U.S. federal court
notwithstanding the provision in the Domesticated GigCapital7 Charter. Any person or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of
and to have consented to the exclusive forum provisions in the Domesticated GigCapital7 Charter, and, if an action within the scope of the forum provision is filed in a court other than a court located within the State of Delaware, such stockholder
will be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought to enforce the forum provisions and to service of process through such
stockholder’s counsel in the foreign action. In addition, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by law, be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act. This federal forum provision pertaining to causes of action arising under the Securities Act does not apply to suits brought to enforce a duty or liability
created by the Exchange Act, or the rules and regulations thereunder, or to any other claim for which the U.S. federal courts have exclusive jurisdiction.

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 3

 Pages 187-191

 Cayman Constitutional Documents

 Proposed Organizational Documents

 Exclusive Forum Provision (Advisory Organizational Documents Proposal 5B)

 The Cayman Constitutional Documents provide that unless GigCapital7 consents in writing to the selection of an alternative forum, the courts
of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Cayman Constitutional Documents or otherwise related in any way to each shareholder’s shareholding in GigCapital7,
including but not limited to: (i) any derivative action or proceeding brought on GigCapital7’s behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of GigCapital7’s current or former director,
officer or other employee to GigCapital7 or its shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Constitutional Documents; or (iv) any action asserting a claim against GigCapital7
governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or
disputes. The forum selection provision in the Cayman Constitutional Documents do not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts
of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.
 See Article 50 of the Cayman Constitutional Documents.

 The Proposed Interim Certificate of Incorporation and Proposed Post-Closing Certificate of Incorporation would provide that unless Domesticated GigCapital7 consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware (or, in the event that the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State
of Delaware) will , to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought in the name or right of Domesticated GigCapital7 or on its
behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee, agent or stockholder of Domesticated GigCapital7 to Domesticated GigCapital7 or its stockholders; (iii) any action or proceeding arising
or asserting a claim pursuant to any provision of the DGCL, the Certificate of Incorporation (including any Preferred Stock Designation) or the Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;
(iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation (including any Preferred Stock Designation) or the Bylaws; or (v) any action asserting a claim governed by the internal affairs doctrine, in
each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Furthermore, unless Domesticated GigCapital7 consents in writing to the selection of an alternative forum, with respect to
claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of Domesticated GigCapital7, must bring any or all such claims only in the Court of Chancery of the State of Delaware or the
United States District Court for the District of Delaware, if such claims relate to the business of Domesticated GigCapital7, the conduct of its affairs, or the rights or powers of Domesticated GigCapital7 or its stockholders, directors or officers,
in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Direct claims

 U.S. Securities and Exchange Commission
 April 8, 2026 Page
 4

  

  

 brought under the Exchange Act can be brought in the U.S. federal courts as Section 27 of the Exchange Act provides for exclusive jurisdiction of such claims, in the U.S. federal courts, and pursuant to Section 29(a) of the Exchange
Act, Domesticated GigCapital7 cannot bind a stockholder to waive compliance with such jurisdictional requirement. As such, the forum selection provision set forth in the Domesticated GigCapital7 Charter will not affect that direct claims under the
Exchange Act are to be brought in the U.S. federal courts. In addition, because the Court of Chancery does not have jurisdiction over claims brought under the Exchange Act, any
 Domesticated GigCapital7 will be headquartered in California. Under a 2023 decision of the Ninth Circuit U.S. Court of Appeals, which is binding on lawsuits brought in U.S. federal courts located in California, forum
selection provisions that require stockholders of Delaware corporations to file derivative actions or proceedings in the Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Exchange Act, and
therefore will be respected, which may mean that